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Common Stock And Stock Options
12 Months Ended
Dec. 31, 2019
Common Stock And Stock Options [Abstract]  
Common Stock And Stock Options

16. COMMON STOCK AND STOCK OPTIONS

The Company has a 2006 Equity Incentive Plan and a 2015 Equity Incentive Plan. The 2015 Equity Incentive Plan, which was approved by the shareholders on April 24, 2015, replaced the 2006 Equity Incentive Plan. New grants may not be made under the 2006 plan; however certain option grants under these plans remain exercisable as of December 31, 2019. The aggregate number of shares of common stock for which awards could be granted under the 2015 Equity Incentive Plan as of the date of adoption was 500 shares. Additionally, as outstanding options under the 2006 plan or 2015 plan expire, terminate, are cancelled or forfeited or are withheld in a  net exercise, the shares of the Company’s common stock subject to such options will become available for issuance under the 2015 Equity Incentive Plan.

 

Under the plans, executives, employees and outside directors receive awards of restricted stock units (RSUs) and/or options to purchase common stock. The Company may also grant stock awards, stock appreciation rights, restricted stock and other equity-based awards, although no such awards, other than awards under the director program and management purchase program described below, had been granted as of December 31, 2019. Under all awards, the terms are fixed on the grant date. Generally, the exercise price of stock options equals the market price of the Company’s stock on the date of the grant. RSUs under the plans generally vest over three years. Options under the plans generally vest over three years, and have a maximum term of 10 years.



The Company granted 79 RSUs for the year ended December 31, 2019. The RSUs vest in equal, annual installments over a three year period beginning on the first anniversary of the date of grant at which time common stock is issued with respect to vested units.



Additionally, the board has established the non-employee directors’ stock fee election program, referred to as the director program, as an award under the 2015 equity incentive plan. The director program gives each non-employee director the right under the 2015 equity incentive plan to elect to have some or all of his quarterly director fees paid in common shares rather than cash. No shares were issued under the director program for the years ended December 31, 2019, 2018 and 2017.



On July 23, 2008, the Compensation Committee of the Board of Directors approved the non-employee director and executive officer stock purchase program, referred to as the management purchase program, as an award under the 2015 Plan. The purpose of the management purchase program is to permit the Company’s non-employee directors and executive officers to purchase shares of the Company’s Common Stock directly from the Company. Pursuant to the management purchase program, as amended, participants may elect to purchase shares of Common Stock from the Company not exceeding an aggregate of $100 during any fiscal year. Participants may make such election one time during each twenty business day period following the public release of the Company’s earnings announcement, referred to as a window period, and only if such participant is not in possession of material, non-public information concerning the Company and subject to the discretion of the Board to prohibit any transactions in Common Stock by directors and executive officers during a window period. There were no shares purchased under the program during the years ended December 31, 2019, 2018 and 2017.



Stock award activity during the periods indicated was as follows:







 

 

 

 

 

 

 

 

 

 

 



Outstanding Awards

 

 

 

 

 

 



Stock Options

 

RSUs

 

Total

 

 

Stock Option Weighted-Average
Exercise Price (a)

 

 

Aggregate  
Intrinsic Value

Outstanding at December 31, 2016

1,385 

 

 -

 

1,385 

 

$

6.54 

 

 

 

    Awards forfeited or cancelled

(30)

 

 -

 

(30)

 

 

12.42 

 

 

 

    Awards granted

303 

 

 -

 

303 

 

 

7.28 

 

 

 

    Awards exercised or released

(220)

 

 -

 

(220)

 

 

10.67 

 

 

 

Outstanding at December 31, 2017

1,438 

 

 -

 

1,438 

 

 

6.00 

 

 

 

    Awards forfeited or cancelled

(8)

 

 -

 

(8)

 

 

7.20 

 

 

 

    Awards granted

 

98 

 

98 

 

 

 -

 

 

 

    Awards exercised or released

(600)

 

 -

 

(600)

 

 

5.65 

 

 

 

Outstanding at December 31, 2018

830 

 

98 

 

928 

 

 

6.25 

 

 

 

    Awards forfeited or cancelled

(3)

 

(1)

 

(4)

 

 

6.42 

 

 

 

    Awards granted

 -

 

79 

 

79 

 

 

 -

 

 

 

    Awards exercised or released

(81)

 

(48)

 

(129)

 

 

4.91 

 

 

 

Outstanding at December 31, 2019

746 

 

128 

 

874 

 

$

6.39 

 

$

10,965 



 

 

 

 

 

 

 

 

 

 

 

Exercisable at December 31, 2018

576 

 

$

5.81 

 

$

11,855 



 

 

 

 

 

 

 

 

 

 

 

Exercisable at December 31, 2019

668 

 

$

6.30 

 

$

7,819 



 

 

 

 

 

 

 

 

 

 

 

Available for future grant at December 31, 2019

183 

 

 

 

 

 

 





The number of shares available for future grant at December 31, 2019, does not include a total of up to 369 shares subject to options outstanding under the 2006 plan which will become available for grant under the 2015 Equity Incentive Plan as outstanding options under the 2006 plan expire, terminate, are cancelled or forfeited or are withheld in a net exercise of such options.



The weighted-average remaining contractual term of options exercisable and options outstanding at December 31, 2019 was 4.53 and 4.81 years. The total intrinsic value of options exercised during fiscal 2019, 2018 and 2017, was $1,627,  $25,724 and $631, respectively.



The weighted-average per share grant date fair value of restricted stock units granted was $23.83 in 2019 and $20.61 in 2018. The weighted-average per share grant date fair value of options granted was $4.20 in 2017, using the Black-Scholes option-pricing model. No options were issued in 2019 and 2018.



The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:







 

 

 



2017

 

Dividend yield

0.0

%

 

Expected volatility

59.29 - 63.51

%

 

Risk-free interest rate

1.87-2.16

%

 

Expected life (years)

 6.0

 

 



The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option-pricing models require the input of subjective assumptions, including the expected stock price volatility.

 

The Company calculates expected volatility for stock options and awards using the Company’s historical volatility.



The expected term for stock options and awards is calculated based on the Company’s estimate of future exercise at the time of grant.



The Company currently estimates a zero percent forfeiture rate for stock options and regularly reviews this estimate. There were no forfeitures during fiscal years 2019, 2018 and 2017.  



The risk-free rates for the expected terms of the stock options and awards and the employee stock purchase plan is based on the U.S. Treasury yield curve in effect at the time of grant.



The Company recorded $1,886,  $1,395 and $844 of non-cash stock compensation expense for the years ended December 31, 2019, 2018 and 2017, respectively. There were 11 and 38 stock options that were forfeited using the “net exercise” method of exercise for the year ended December 31, 2019 and 2018, respectively. As of December 31, 2019, there was $1,957 of total non-cash stock compensation expense related to non-vested awards that is expected to be recognized over a weighted-average period of 1.82 years.



The Company also has an Employee Stock Purchase Plan (the “Purchase Plan”). The Purchase Plan, as amended, provides that a maximum of 300 shares may be sold under the Purchase Plan. There were 9,  7, and 11 shares purchased under the Purchase Plan during the years ended December 31, 2019, 2018 and 2017, respectively.

 

On August 20, 2018, the Company completed a public offering and sale of 1,725 shares of common stock at a price to the public of $55.00 per share less an underwriting discount of $3.30 per share. The net proceeds from this offering, after deducting underwriting discounts and offering expenses, totaled approximately $88,967 and were used to repay debt, fund capital expenditures, to repurchase 500 shares of common stock owned by directors and officers and for working capital and other general corporate purposes.